articles of dissolution
document that formalizes the end of a corporation's existence
articles of organization
document created and recorded for the opening of an LLC
business structure
form a business takes, with characteristics addressing legal liability and tax considerations. These forms include sole proprietorship, partnership, corporation, and LLC.
C corporation
entity, formed under state incorporation statutes, that has separate status from its owners both legally and for federal and state tax purposes
corporation
business entity formed under state incorporation statutes. Corporations are separate legal persons from their owners (who are called shareholders).
escrow account
asset that a third party holds during the period in which two other parties are finishing a transaction
fiduciary duty
requirement or responsibility to work in the best interest of a person or organization
flow-through entity
business structure in which revenue stays in the business and only the partners or members are taxed on the revenue
liability
responsibility for a wrongdoing or act
limited liability
agreement in which the owners of the corporation are not legally responsible for the debts and liabilities of the corporation beyond what they have invested in the corporation
limited liability company (LLC)
business entity that offers limited liability from or akin to a corporation and the tax status of a flow-through entity
member
in the context of a limited liability company, an individual or group that has partial ownership in the LLC
operating agreement
documentation of the guidelines for the internal functioning of an LLC; similar to bylaws for a corporation
partnership
two or more people who have joined together to own and operate a business for profit and share profits earned, losses taken, and costs paid to vendors
piercing the corporate veil
ignoring a limited liability structure and declaring that company members are personally liable for the business's debts or liabilities
professional limited liability company (PLLC)
special form of limited liability company in which all members hold a specific professional license or credential
S corporation
entity incorporated under a state law but treated like a partnership for tax purposes, thus avoiding double taxation
self-dealing
situation in which a fiduciary makes a decision on behalf of the corporation that benefits either that fiduciary or a person with whom they have a relationship
sole proprietorship
unincorporated business that is owned by a single individual
Uniform Limited Liability Company Act
set of standards for the regulation of limited ability companies to be voluntarily adopted by states